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The episode starts with the gang waiting outside the Fennel Valley Pokemon Centre. Just then Prof Oak comes out holding a Pokeball which he says he Tracey just sent over. Ash takes the Pokeball and thanks the Proffessor and calls out an old friend, Bulbasaur.

Pikachu runs up to Bulbasaur and greets it happily as Ash watches over the two of them. Officer Jenny then calls out to him as she drives up to them with Squirtle accompanying her. Squritle joins in with Pikachu and Bulbasaur as all three of them show how happy they are to see each other again. May comments on how Ash's Squirtle is much bigger than hers, and she calls it out and the two of them start playing together. Ash states that there is just one more arrival to go and Prof Oak looks up in the sky and says his waiting is over. Ash looks up as well and sees Charizard flying towards them.

Brock hands Ash his backpack saying all his camping gear is packed in it. Max asks why Ash is going up into the mountains and Prof Oak says that it is so he can rediscover the feeling he had when he first started out as a trainer. Nurse Joy hands Ash a box of home-made cookies for his camp. Ash asks his Pokemon if they are ready to go and they all give their shouts of approval. Charizard using a friendly Flamethrower on all of them and Ash comments how some things never change.

As they travel through the woods and up into the mountains come across a pill of fallen logs and leaves. Ash says that this would be a good place to set up camp and they can use the logs to make a bed. Bulbasaur uses Razor Leaf to cut up the logs and Ash tells them all to catch one. They then lay the logs out to make the structure of the bed. Ash then tells Squirtle to use Rapid Spin to gather the leaves. It does so and the leaves collect inside the logs. Ash says how they now have somewhere comfy to sleep and Charizard jumps in to test it out put messes it up in the process. This annoys Squirtle who uses Water Gun to get Charizard to move. The attack hits Charizard on the head and it fights back, advancing on both Squirtle and Bulbasaur. Bulbasaur defends itself by aiming a Vine Whip at Charizard but it dodges and the attack hits Pikachu instead. Pikachu then uses Iron Tail on Charizard and it retaliates with a Flamethrower and it hits Ash as he tries to calm them all down. Aggravated, Pikachu charges up an electric attack as Ash tries to stop it. It launches the attack anyway and shocks all of them.

This final attack seems to have stopped the fight and they continue into the woods in order to find some food. They come across an Oran Berry tree. Ash tells Bulbasaur to use Razor Leaf. Before it can, Charizard flies towards the tree and uses Steel Wing to knock off the berries. As it turns around to attack again Ash comments on how Charizard learned a new attack. Ash tells his other Pokemon the gather the berries with Water Gun, Vine Whip and Quick Attack.

Back at the campsite Charizard, slightly overenthusiastically, lights a fire and they all sit around it, as Ash remembers how he first met the four of them. When met Pikachu he was just starting out as a trainer and Pikachu didn't listen to him or respect him, but he eventually gained its trust and they have been best friends ever since. When he met Bulbasaur it was guarding a village of injured Pokemon but decided to leave the village to join him. He remembers how when he first met Charizard it was still a Charmander and had been abandoned by its original trainer and left out in the pouring rain. After joining him, it evolved in Charizard and has had some terrific battles against Pokemon like Articuno. Finally, he first encountered Squirtle when it was terrorising a village with a gang of other Squirtles, but they all started listening to him in order to put out a forest fire and after that Squirtle joined his team.

Ash spends the next day training his Pokemon but all takes regular breaks to catch up with them and to rest. They start by eating breakfast and afterwards Charizard is practising its Steel Wing. They then go down and play by the river before Squirtle practices its Hydro Pump attack. Pikachu and Bulbasaur then seem to have a disagreement which results in Pikachu shocking everyone again. They then sleep through the night and Bulbasaur practices its Solarbeam attack the next day. They then go to the cliff where Ash nearly falls off and his Pokemon make a chain in order to pull him to safety and finish off the day by eating dinner around the campfire.

Meanwhile, Team Rocket are watching from distance and are debating how to do. Jessie wants to steal all four Pokemon but Meowth says that if they were able to they would have done it ages ago. James says they should just steal Pikachu and the others agree. They drive up to in a van claiming to be selling noodles. Ash goes up to a disguised James to buy some but a disguised Jessie comes out saying the battery for the stove is dead. Ash offers to charge it up for them with Pikachu, and hands Pikachu over to Jessie. She and James then jump in the front of the van and drive off as Ash realises what they are up to and gives chase, with his other Pokemon following. Team Rocket transform the van into a metal version of their regular balloon so Ash, Bulbasaur and Squirtle jump on the back of Charizard in order to follow.

As Charizard catches up to Team Rocket, Ash tells Bulbasaur to use Razor Leaf on the Balloon but it simply bounces off. He then tells Charizard to use Flamethrower but still not effect so he has Squirtle use Water Gun. Team Rocket gloat how none of his attacks will work so Ash says they will take it in turns. He tells Charizard and Squirtle to attack after each other and they bombard the balloon with their attacks. As Jessie and James laugh at how Ash doesn't seem to be catching on Meowth looks worried as he realises what he is doing. Cracks start to appear in the balloon due to the sudden change in temperature. Ash has Bulbasaur use Razor Leaf on the crack and the attack causes it to crumble. Pikachu jumps out as Team Rocket crash into the ground. Ash then has Pikachu, Squirtle, Bulbasaur and Charizard attack in unison and send Team Rocket blasting off.

As Ash congratulates his Pokemon on getting rid of Team Rocket, the four of them all sense a presence nearby. Brandon appears from behind a bush and approaches Ash. He says he has captured the Pokemon he was after and has returned so Ash can battle him again. When Ash explains to him that these were the first four Pokemon he captured Brandon suggest that they have a 4 on 4 battle, because he want to see what Ash can do with his oldest friends.

The next morning the two of them return to the Pokemon Centre where they are greeted by the Pyramid referee, Nurse Joy, Officer Jenny, Scott, Prof Oak and the rest of the gang. As they prepare for battle, Scott mentions to Ash that if he wins he will be a candidate for the next Frontier Brain. Everyone is surprised by this and Scott realises that he forgot to mention this. Back inside the Pokemon Centre, Scott explains that winners of the Battle Frontier are entered into the Hall of Fame which makes them are eligible to become Frontier Brains. Scott says the Battle Frontier is always looking out for new talent and Ash realises that Scott is more than just a battle fan, and Scott says that he is actually the owner of the Battle Frontier. Max says it would be cool to be a Frontier Brains imagines the type of battle facility that Ash would control. Ash reminds him that he still has to beat Brandon before that can happen and the gang give him some last minute encouragement.

Now at the Battle Pyramid, Ash and Brandon are facing off as the roof opens. May comments how Brandon must have done this to give Ash's Charizard more space to fly. The referee introduces the two opponents and tells them both to send out their first Pokemon, with Brandon sending out Dusclops and Ash choosing Charizard.

The referee starts the match and Ash tells Charizard to use Flamethrower, which Dusclops blocks with a Will-o-wisp. Ash has Charizard follow up with Steel Wing but Dusclops knocks it back with a Shadow Punch. Ash tells Charizard to use Dragonbreath, the attacks scores a hit but and Dusclops now uses Mean Look to trap Charizard in the battle. Ash has Charizard use Steel Wing again but Brandon lets the attack hit so that Dusclops can grab on to Charizard's wing. Now at close range, Brandon has Dusclops use Confuse Ray. Dusclops jumps off and Charizard crashes into the floor. Ash tries to recall it but can't because of Mean Look. Brandon tells Dusclops to use another Shadow Punch, which it does and the attack slams Charizard in the arena wall. Brandon has Dusclops use Will-o-wisp and the flames surround Charizard. Ash knows uses the memories of his times with Charizard to and makes a final, desperate attempt to break through its confusion. He succeeds, and has Charizard attack Dusclops with Dragonbreath, which makes a direct hit. Brandon sees that Ash has awakened Charizard's fighting spirit and tells Dusclops to use Will-o-wisp which sores another hit. With both Pokemon showing signs of tiredness, Ash has Charizard use another Steel Wing and Brandon uses the same tactic as before, allowing it to hit so Dusclops can grab on to its wing. However, Ash uses this to his advantage and tells Charizard to finish it with a Seismic Toss, but Dusclops vanishes from Charizard's grasp. Brock comments that fighting type moves don't work on ghost types like Dusclops, with Ash stating that he forgot. Brandon tells Ash that this is checkmate and had Dusclops finish Charizard off with a final Shadow Punch. The attack slams into Charizard who falls to the ground, knocked out.

The episode ends with one of Ash's strongest Pokemon defeated and with him already behind in his second rematch with Brandon.